RNAZ Raises $4M via Stock Offering & Private Placement

TL;DR

**RNAZ just raised $4M by selling new shares, expect dilution.**

AI Summary

Transcode Therapeutics, Inc. (RNAZ) entered into a material definitive agreement on January 18, 2024, for a registered direct offering and a concurrent private placement. The company will sell 1,600,000 shares of common stock at a purchase price of $2.50 per share, totaling $4,000,000 in gross proceeds. This matters to investors because it indicates the company is raising capital, which could dilute existing shareholders if not used effectively, but also provides funds for operations or development.

Why It Matters

This capital raise provides Transcode Therapeutics with funds for operations but will dilute existing shareholders due to the issuance of new shares.

Risk Assessment

Risk Level: medium — The capital raise provides necessary funding but the issuance of new shares at $2.50 per share could dilute the value of existing shares.

Analyst Insight

Investors should monitor how Transcode Therapeutics utilizes the $4 million in proceeds and assess the impact of the 1.6 million new shares on per-share metrics.

Key Numbers

• $4,000,000 — Gross Proceeds (Funds raised by Transcode Therapeutics from the offering.)
• 1,600,000 — Shares Sold (Number of common stock shares issued in the offering.)
• $2.50 — Price Per Share (The price at which each common share was sold in the offering.)

Key Players & Entities

• Transcode Therapeutics, Inc. (company) — the registrant filing the 8-K
• $4,000,000 (dollar_amount) — gross proceeds from the offering
• 1,600,000 (dollar_amount) — number of common shares sold
• $2.50 (dollar_amount) — purchase price per share
• January 18, 2024 (date) — date of the earliest event reported

Forward-Looking Statements

• RNAZ stock price may experience short-term downward pressure due to dilution. (RNAZ) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RNAZ The Nasdaq Capital M
• $1.22 — of Common Stock, at a purchase price of $1.22 per share (or common stock equivalent)
• $7.25 m — roceeds to the Company of approximately $7.25 million, before deducting fees payable to
• $0.01 — pon issuance, have an exercise price of $0.01 per share and expire when exercised in
• $1.525 — Offering and have an exercise price of $1.525 per share. The 5,942,623 shares of Com
• $2,500,000 — intain stockholders' equity of at least $2,500,000 (the "Equity Rule"). The Company provid
• $2.5 million — s it has stockholders' equity above the $2.5 million requirement and is awaiting a complianc

Filing Documents

• tm243790d1_8k.htm (8-K) — 37KB
• tm243790d1_ex99-1.htm (EX-99.1) — 10KB
• tm243790d1_ex99-2.htm (EX-99.2) — 9KB
• 0001104659-24-005595.txt ( ) — 239KB
• rnaz-20240118.xsd (EX-101.SCH) — 3KB
• rnaz-20240118_lab.xml (EX-101.LAB) — 33KB
• rnaz-20240118_pre.xml (EX-101.PRE) — 22KB
• tm243790d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. On January 18, 2024, TransCode Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Purchasers"). Pursuant to the Purchase Agreement and the Registration Statement (as defined below), the Company agreed to sell, in a public offering (the "Offering"), an aggregate of 5,942,623 shares of the Company's common stock (or common stock equivalent in the form of a pre-funded warrant (the "Pre-Funded Warrants"), par value $0.0001 per share (the "Common Stock"), together with accompanying common stock purchase warrants (the "Common Stock Purchase Warrants") to purchase 11,885,246 shares of Common Stock, at a purchase price of $1.22 per share (or common stock equivalent) and two accompanying Common Stock Purchase Warrants, for gross proceeds to the Company of approximately $7.25 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Offering closed on January 22, 2024. The Common Stock Purchase Warrants will be exercisable at any time following the date of issuance, expire three and one-half years following the date of issuance and have an exercise price of $1.22 per share. The Pre-Funded Warrants were sold in lieu of shares of Common Stock, are exercisable immediately upon issuance, have an exercise price of $0.01 per share and expire when exercised in full. The Company also agreed to issue to the placement agent warrants to purchase up to 6.0% of the aggregate number of shares of Common Stock sold in the Offering, or 356,557 shares of Common Stock (the "Placement Agent Warrants"). The Placement Agent Warrants will be exercisable following the date of issuance, expire three and one-half years following the closing date of the Offering and have an exercise price of $1.525 per share. The 5,942,623 shares of Common Stock (or Pre-Fund

01. Other Events

Item 8.01. Other Events. Offering Press Releases On January 18, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On January 22, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. Nasdaq Stockholders' Equity Requirement As previously disclosed, on October 26, 2023, the Company announced that the Nasdaq Hearings Panel ("Panel") granted our request to continue listing our shares on the Nasdaq Capital Market ("Nasdaq" or the "Exchange"). Based on the information presented, the Panel granted the Company's request for an exception until January 22, 2024, subject to the conditions outlined below. 1. On or before November 14, 2023, following the filing of its Form 10-Q for the period ended September 30, 2023, the Company shall provide a detailed update to the Panel regarding its meeting the stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the "Equity Rule"). The Company provided this update to the Panel. 2. On or before January 22, 2024, the Company shall provide an update to the Panel on how it will demonstrate long-term compliance with the Equity Rule. The Company was advised that January 22, 2024, represents the full extent of the Panel's discretion to grant continued listing while the Company is non-compliant with the Equity Rule. As a result of the Offering, as of the date of this Current Report on Form 8-K, the Company believes it has stockholders' equity above the $2.5 million requirement and is awaiting a compliance determination from Nasdaq. In addition, on January 22, 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 filed with the SEC on January 17, 2024) 4.2 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 filed with the SEC on January 18, 2024) 4.3 Form of Placement Agent's Warrant (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1 filed with the SEC on January 17, 2024) 10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 filed with the SEC on January 18, 2024) 99.1 Press Release issued by TransCode Therapeutics, Inc., dated January 18, 2024 99.2 Press Release issued by TransCode Therapeutics, Inc., dated January 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 22, 2024 TransCode Therapeutics, Inc. By: /s/ Thomas A. Fitzgerald Thomas A. Fitzgerald Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR